Common use of Capitalization of Newco Clause in Contracts

Capitalization of Newco. (a) The parties will seek to capitalize Newco as described in Schedule B attached hereto. Amerigon's capital contribution to Newco shall ---------- consist of (1) the license to Newco of its electric vehicle ("EV") technology on an exclusive basis for the manufacture, distribution, sale and servicing of the Products in the Territory, (2) the contribution in-kind of certain tangible assets (electric vehicles and manufacturing kits as set forth on Schedule A), ---------- and (3) those other assets described in Schedule A attached hereto. Maini's ---------- capital contribution will consist of (1) the homologation certification of the earlier version of the ▇▇▇▇ and any other exemptions/concessions including sales tax and road tax exemptions/concessions, (2) market research and studies for the ▇▇▇▇, (3) supplier information and test results and (4) cash and in-kind capital contribution as described in Schedule A attached hereto and shall be made at the ---------- times and in the manner specified in Schedule A hereto. CM, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ---------- ▇▇▇▇▇ ▇▇▇▇ will each receive equity as set forth on Schedule B in the form of a ---------- restricted stock grant for services rendered in the past and future. Such restricted stock will be non-transferable until vested. 30% of such stock for each will vest immediately and the remainder will vest in equal monthly amounts over a three year period from the formation of Newco or earlier upon such person completing providing services to Newco as specified in the Schedule A. Failure to provide ---------- services as contemplated by the Operating Plan will result in a forfeiture of the restricted stock grant. In addition, US$2.67 million is intended to be raised from Investors. A portion of the equity (4.5%) will be reserved for future issuance for purposes including a stock option plan (which may not exceed 2% of the total capital), raising additional capital, and issuance to employees in exchange for salary reductions (for such purpose, at a price of 50% of the then fair market value of the equity). Except as set forth in the preceding sentence, all future non-cash contributions shall be valued at fair market value or other mutually agreeable valuation method. (b) The charter documents of Newco will contain effective prohibitions on ▇▇▇▇▇ and CM individually or collectively having 50% or greater ownership of Newco or having the right to appoint a majority of the members of the Board of Directors of Newco. It is understood that if at start-up we do not have all the investors, and hence there exists unclassified shares, ▇▇▇▇▇ Group and CM will not be allowed to purchase additional shares such that their cumulative ownership in the company exceeds 50%. Notwithstanding the previous sentences, under the following conditions ▇▇▇▇▇ and CM, collectively or individually can be allowed to have greater than 50% ownership and consequently rights to appoint a majority of the Board of Directors: (1) if Amerigon sells more than half of its initial equity holding in Newco to ▇▇▇▇▇ or any other third party, excluding transfers to persons as required by contracts existing on the date hereof, (2) if future additional financing is required and approved by the Board of Directors, and Amerigon or other investors do not invest additional funds to maintain their proportionate ownership, and ▇▇▇▇▇ provides financing and obtains a 50% or greater ownership interest in Newco, (3) per section 6 (c), if a third party sells its interest in Newco, and ▇▇▇▇▇ participates in such a sale that its ownership exceeds 50% and (4) if financial guarantees are required as per section 13 (c), then the resultant compensation for providing such guarantees may result in ▇▇▇▇▇ and CM owning greater than 50%. (c) No party to Newco shall have any obligation to contribute additional capital to Newco unless agreed upon by such party.

Capitalization of Newco. (a) The parties will seek to capitalize Newco as described in Schedule SCHEDULE B attached hereto. Amerigon's capital contribution to Newco shall ---------- consist of (1) the license to Newco of its electric vehicle ("EV") technology on an exclusive basis for the manufacture, distribution, sale and servicing of the Products in the Territory, (2) the contribution in-kind of certain tangible assets (electric vehicles and manufacturing kits as set forth on Schedule SCHEDULE A), ---------- and (3) those other assets described in Schedule SCHEDULE A attached hereto. Maini's ---------- capital contribution will consist of (1) the homologation certification of the earlier version of the ▇▇▇▇ and any other exemptions/concessions including sales tax and road tax exemptions/concessions, (2) market research and studies for the ▇▇▇▇, (3) supplier information and test results and (4) cash and in-kind capital contribution as described in Schedule SCHEDULE A attached hereto and shall be made at the ---------- times and in the manner specified in Schedule SCHEDULE A hereto. CM, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ---------- ▇▇▇▇▇ ▇▇▇▇ will each receive equity as set forth on Schedule SCHEDULE B in the form of a ---------- restricted stock grant for services rendered in the past and future. Such restricted stock will be non-transferable until vested. 30% of such stock for each will vest immediately and the remainder will vest in equal monthly amounts over a three year period from the formation of Newco or earlier upon such person completing providing services to Newco as specified in the Schedule SCHEDULE A. Failure to provide ---------- services as contemplated by the Operating Plan will result in a forfeiture of the restricted stock grant. In addition, US$2.67 million is intended to be raised from Investors. A portion of the equity (4.5%) will be reserved for future issuance for purposes including a stock option plan (which may not exceed 2% of the total capital), raising additional capital, and issuance to employees in exchange for salary reductions reduction (for such purpose, at a price of 50% of the then fair market value of the equity). Except as set forth in the preceding sentence, all future non-cash contributions shall be valued at fair market value or other mutually agreeable agreeably valuation method. (b) The charter documents of Newco will contain effective prohibitions on ▇▇▇▇▇ and CM individually or collectively having 50% or greater ownership of Newco or having the right to appoint a majority of the members of or the Board of Directors of Newco. It is understood that if at start-up we do not have all the investors, and hence there exists unclassified shares, ▇▇▇▇▇ Group and CM will not be allowed to purchase additional shares such that their cumulative ownership in the company exceeds 50%. Notwithstanding the previous sentences, under the following conditions ▇▇▇▇▇ and CM, collectively or individually can be allowed to have greater than 50% ownership and consequently rights to appoint a majority of the Board of Directors: (1) if Amerigon sells more than half of its initial equity holding in Newco to ▇▇▇▇▇ or any other third party, excluding transfers to persons as required by contracts existing on the date hereof, (2) if future additional financing is required and approved by the Board of Directors, and Amerigon or other investors do not invest additional funds to maintain their proportionate ownership, and ▇▇▇▇▇ provides financing and obtains a 50% or greater ownership interest in Newco, (3) per section 6 (c6(c), if a third party sells its interest in Newco, and ▇▇▇▇▇ participates in such a sale that its ownership exceeds 50% and (4) if financial guarantees are required as per section 13 (c13(c), then the resultant compensation for providing such guarantees may result in ▇▇▇▇▇ and CM owning greater than 50%. (c) No party to Newco shall have any obligation to contribute additional capital to Newco unless agreed upon by such party.